Buyer Terms of Service

Welcome to Creem! These Buyer Terms govern your purchase of the Product from Creem as the merchant of record and access to, and use of the Customer Services provided by Creem through the Website.

By purchasing the product from Creem as the merchant of record and using the Customer Services, you confirm that you have read, understood and agree to be bound by these Buyer Terms and any policies referenced herein which expressly state that they form part of these Buyer Terms, all of which together constitute a binding agreement between you and Creem.

Should you have any questions or comments about the Customer Services or the Buyer Terms, please contact us at creem.io/contact or support@creem.io.

The following terms in the Buyer Terms shall have the following meanings:

"Buyer" or "you" refers to a natural person or a legal entity who purchases the Product from Creem via the Checkout Solution and/or uses the Customer Portal.

"Buyer Terms" refers to these Buyer terms of service, including any annexes and policies referenced herein which expressly state that they form part of these Buyer Terms, as updated from time to time, which collectively govern the legal relationship between Creem and the Buyer in connection with the use of the Checkout Solution and the Customer Portal.

"Checkout Solution" refers to the online checkout solution provided by Creem, through which Buyers may complete purchases of Products.

"Consumer" refers to the Buyer who is a natural person purchasing a Product unrelated to any independent economic or professional activities.

"Creem" refers to Armitage Labs OÜ, registered in Estonia at Telliskivi Street 57b/1, Tallinn 10412, a legal entity that sells the Product to you as a merchant of record and provides the Customer Services.

"Customer Portal" refers to the self-service portal made available to Buyers by Creem following a successful purchase.

"Customer Services" refers to the Checkout Solution and the Customer Portal collectively.

"Merchant" refers to any natural person or a legal entity that offers a Product where the resale transaction for such Product is executed by Creem as the merchant of record via the Checkout Solution.

"Party" refers to Creem or the Buyer individually, and "Parties" refers to Creem and the Buyer collectively.

"Product" refers to any products offered for sale via the Checkout Solution.

"Website" refers to the website creem.io, through which the Customer Services are made accessible.

Checkout Solution enables the Buyer to purchase Products. Purchases are completed through the Checkout Solution, whether hosted by Creem or embedded on the Merchant's website, where the transaction is processed.

To complete the purchase of the Product through the Checkout Solution, the Buyer must complete the checkout process by providing accurate and complete information as requested, including but not limited to name, e-mail address, billing address and payment details. The Buyer is responsible for ensuring the accuracy of the information provided.

In this setup, Creem acts as the merchant of record and contractual reseller of the Product. Creem executes the resale transaction with the Buyer. The Buyer acknowledges and agrees that:

• Creem acts as the merchant of record for the sale of the Product to the Buyer.
• Creem has instructed the Merchant to provide and deliver the Product to the Buyer.
• in addition to these Buyer Terms, each Product is subject to Product specific terms and conditions published or provided to the Buyer by the Merchant. By completing the purchase of the Product, the Buyer confirms that they have read, understood, and agreed to be bound by the Product specific terms and conditions applicable to the Product. In the event of any conflict or inconsistency between these Buyer Terms and any product-specific terms or conditions presented by the Merchant to Buyers, these Buyer Terms shall prevail.

Following the completion of a purchase of a Product through the Checkout Solution, the Buyer will receive an email with a link to the Customer Portal. Customer Portal enables the Buyer to perform various actions, including but not limited to, managing subscriptions, payment methods and personal information and requesting invoices and support.

To use the Customer Portal, the Buyer shall create an account providing accurate and complete information as requested by Creem. Creem grants the Buyer access to the Customer Portal. The Buyer is liable for maintaining confidentiality of its username, password and any other credentials necessary for accessing the Customer Portal.

The Buyer is fully responsible for the usage of the Customer Services. With respect to the information (including all text, images, documents and other content) that the Buyer acquires, possesses, enters, records, stores, modifies, discloses, makes available, transmits, uses, deletes or otherwise processes via the Customer Services, the Buyer represents and warrants to Creem that the Buyer has the right to acquire, possess and process the same. The Buyer shall be solely liable for the properties of the said information and the acquisition, possession, and processing of such information via the Customer Services.

The Checkout Solution displays the subtotal set by the Merchant for the Product and any applicable sales taxes, VAT, or other indirect taxes based on the Buyer's billing address, unless otherwise stated. The total amount displayed at the Checkout Solution reflects the full fees payable by the Buyer to Creem.

The Buyer authorises Creem to charge the total amount shown at the Checkout Solution to the Buyer's selected payment method.

Creem is responsible for calculating, collecting, and remitting any applicable sales taxes, VAT, or other indirect taxes based on the Buyer's billing address and applicable tax laws.

Upon the completion of a purchase of a Product, you will receive a payment confirmation and an invoice issued by Creem.

Creem, as the merchant of record, is solely responsible for determining and applying any applicable VAT, sales tax, or other indirect taxes on transactions. The Buyer acknowledges that Creem's tax treatment is based on applicable laws, and that the Buyer's billing address and tax status may be relevant to determining the correct tax treatment, such as the applicable tax rate or whether tax is due.

Creem may be registered for VAT or sales tax purposes in various jurisdictions, including under the EU One-Stop-Shop (OSS) scheme and other applicable regimes. Taxes are applied to transactions based on the Buyer's billing address, tax status, and applicable local tax laws.

If the Buyer is a business customer located in the European Union and provides Creem with a valid VAT identification number, Creem will not charge VAT, and the Buyer shall account for VAT under the reverse-charge mechanism in accordance with applicable law.

Prices displayed in the Checkout Solution may be either VAT-inclusive or VAT-exclusive, depending on the Buyer's billing address and applicable tax rules. The applicable VAT or sales tax amount, if any, will be calculated and displayed prior to the completion of the order.

The Buyer is responsible for providing accurate and complete billing, tax, and identification information, including, where applicable, valid tax identification numbers. The Buyer shall indemnify Creem for any penalties, interest, or other liabilities resulting from inaccurate or incomplete tax information provided by the Buyer.

If the Buyer claims a tax exemption, valid documentation acceptable under applicable law must be provided prior to purchase. Creem reserves the right to reject any exemption request that does not meet legal requirements.

Creem reserves the right to adjust prices to reflect changes in applicable tax rates or tax laws. Such adjustments will take effect immediately for all future transactions after the new rates become effective.

The Product, including its delivery, is subject to the Product specific terms and conditions which are communicated to the Buyer by the Merchant prior to purchase. Following the completion of a purchase of a Product through the Checkout Solution and payment is confirmed, the delivery of the Product will be arranged by the Merchant as instructed by Creem.

For any issues with the content, quality, delivery, and compliance of the Product, the Merchant and the Buyer are authorised to communicate directly.

If you are a Consumer residing in the European Union and a Product, which is digital content or digital service, does not comply with the applicable Product specific terms and conditions, you are entitled to rely on the legal remedies provided by law. These may include requiring performance of the obligation; withholding performance of an obligation; demanding compensation for damage; withdrawing from or cancelling the contract; reducing the price; in the case of a delay in the performance of a monetary obligation, demanding payment of a penalty for late payment.

This Section applies only if you are a Consumer residing in the European Union.

The Consumer gives a prior express consent for the commencement of the delivery of a Product that is digital content which is not delivered on a physical medium before the end of the 14 days withdrawal period. The Consumer expressly agrees that the right of withdrawal does not apply for such Product, and the Consumer acknowledges that they are aware of the loss of their right of withdrawal.

For other Products that are not specified in Section 8.2, the Consumer may have the statutory right to withdraw from the purchase within 14 days. In order to withdraw from the purchase, the Consumer should submit a withdrawal application which form can be accessed here or present another unequivocal application for withdrawal to Creem no later than 14 days after completing the purchase of a Product.

Upon receipt of the withdrawal application specified in Section 8.3, Creem refunds the Consumer all amounts received from the Consumer in connection with the purchase of the Product immediately but no later than within 14 days of receiving the application for withdrawal.

Upon withdrawal specified in Section 8.3, the Consumer's access to the purchased Product will be terminated. The Consumer shall refrain from any further use of such Product after withdrawal.

By completing the purchase of the Product, the Consumer acknowledges and agrees that they have read, understood, and accepted any limitations or loss of the right of withdrawal that applies to the Product they are purchasing.

To request a refund, the Buyer should first contact the Merchant using the receipt sent to the Buyer's email upon purchase of the Product (notwithstanding Creem's obligations towards the Buyer). Contact details of the Merchant can be found on the bottom of that receipt. The Merchant may take appropriate steps to address the issue.

If a long-standing issue persists and the Buyer is unable to resolve it directly with the Merchant from whom the Product was purchased, the Buyer may contact Creem, through the Customer Portal or via other contact options on the Website, who takes appropriate steps within its discretion to address the issue in accordance with these Buyer Terms.

All refunds and chargebacks related to transactions processed through the Customer Services are handled exclusively by Creem based on eligibility criteria as specified in the Product specific terms and conditions and requests in accordance with the Customer Services' procedures and applicable laws.

Chargebacks must not be initiated by the Buyer without first contacting Creem to resolve the issue. Creem reserves the right to dispute any chargeback requests that do not comply with these Buyer Terms.

The Customer Services are intended for Buyers to purchase Products through the Checkout Solution and to use the Customer Portal as described on the Website. Using the Customer Services for any other purposes is not allowed.

The Buyer shall use the Customer Services in compliance with applicable laws and the Buyer Terms. The Buyers is solely responsible for all content and data submitted, uploaded, stored, or otherwise made available and activity that occurs under the Customer Services.

To be eligible to use the Customer Services, the Buyer shall meet the following criteria, and represent and warrant that the Buyer:

• is at least of legal age to agree to these Buyer Terms (if a natural person);
• has the legal capacity and authorisation to agree to these Buyer Terms (where applicable);
• provides correct, complete, and up-to-date information (including full legal name, valid e-mail address and any other information requested).

Without excluding or limiting any of the Buyer's statutory obligations, the Buyer shall not:

• transfer the account of the Customer Portal to anyone else without Creem's permission;
• use the Customer Services or their content for any unlawful, obscene or immoral purpose;
• submit false or misleading information;
• engage in any fraudulent, illegal, or abusive behaviour;
• violate the security of the Customer Services, including modify, adapt, hack or gain other unauthorized access to the Customer Services;
• upload or transmit any worms, viruses, trojans, logic bombs or any malicious code or material (including content that will or may be used in any way that will affect the functionality or operation of the Customer Services, other websites, or the internet);
• use any device, software or routine to interfere or attempt to interfere with the proper functioning, infrastructure or security features, including impose an unreasonable or disproportionately heavy load to the Customer Services, other websites, or the internet.

Creem has the right to screen all Buyer's content and data submitted, uploaded, stored, or otherwise made available and activity that occurs under the Customer Services to prevent prohibited behaviour according to the Buyer Terms. Any content that conflicts with the provisions of the Buyer Terms, including this Section, may be removed, disabled and/or destroyed by Creem at its sole discretion without any warning or notice. Creem is not liable for any occurrences experienced by the Buyer due to the removal of content under this Section.

Creem may restrict the purchase of Products through Creem and availability of the Customer Services in certain countries or territories. The list of countries and territories from which Creem does not accept payments or in which Buyers may not use the Customer Services is published on the Website and may be updated by Creem from time to time.

Creem provides general support to the Buyer for questions and technical issues related to the use of the Customer Services, primarily through the support chat available in the Customer Portal or via other contact options on the Website. Support is provided on a best-effort basis during business hours and does not include legal or business advice. No guaranteed response times or service levels apply unless otherwise agreed in writing.

Creem will use commercially reasonable efforts to provide the Customer Services in a secure, reliable, and continuous manner. However, the Customer Services may occasionally be unavailable due to maintenance, updates, system issues, or factors beyond Creem's control.

The Buyer shall promptly notify Creem of technical faults related to the Customer Services that the Buyer becomes aware of, including but not limited to system errors, malfunctions, or disruptions affecting the Customer Services' functionality. Upon receiving such notification, Creem shall assess the issue and take reasonable steps to eliminate faults arising from the Customer Services within a reasonable timeframe.

Creem has the right to carry out planned and extraordinary maintenance works necessary for the provision of the Customer Services. Creem shall inform the Buyer of planned maintenance works as far in advance as reasonably possible. Creem has the right to perform extraordinary maintenance work relating to ensuring the reliability and security of the Customer Services without prior notice. During any maintenance work, the usability of the Customer Services may be limited. If feasible, Creem shall notify the Buyer of the extent of any usage restrictions.

The Buyer acknowledges that all trademarks and intellectual property rights in and to any materials, data, or information, including all software (in source code or object code) and documentation related thereto, which have been provided by Creem to the Buyer in connection with the performance of the Customer Services are owned and shall continue to be owned by Creem and/or its licensors. Notwithstanding the foregoing, subject to these Buyer Terms, Creem grants the Buyer a worldwide, non-exclusive, non-transferable, non-sublicensable and cancellable licence to access and use the Customer Services. The Customer Services may only be used internally by the Buyer for its intended purposes as described in these Buyer Terms and during the term these Buyer Terms remain in force between the Parties.

The Buyer has no right to rent, lease, lend, sell, redistribute, sub-license, copy, reverse engineer, decompile, disassemble, translate, modify, distribute copies of, make available, adapt, or create derivative works based on the Customer Services' software or its related intellectual property, unless otherwise permitted in writing by Creem.

For all Buyer's content and data submitted, uploaded, stored, or otherwise made available and activity that occurs under the Customer Services, the Buyer grants Creem a free-of-charge, transferable, sub-licensable, non-exclusive, non-cancellable, worldwide right for the maximum term permitted under applicable legislation to use and exploit this content for providing, improving and further developing the Customer Services.

Certain content and features available via the Customer Services may include information sourced from third parties. Any such content, data, information, or publications made available through the Customer Services, are furnished by Creem on an "as is" and "as available" basis for the Buyer's convenience and information and must be used for informational purposes only. Creem has no control over the content or information of the third-party resources. Creem disclaims any warranty or representation, either express or implied, that such information is accurate or complete.

Third-party links on the Customer Services may direct the Buyer to third-party websites that are not affiliated with Creem. Creem is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability for any third-party materials or websites, or for any other materials, products, or services of third parties. Creem is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

For providing the Service, Creem processes the Buyer's personal data as a controller. More information on how Creem processes personal data is set out in the privacy notice available on the Website.

Creem's responsibility for tax handling is limited to calculating, collecting, and remitting applicable VAT, sales tax, or other indirect taxes on transactions as required by law. The Buyer is solely responsible for any other taxes, duties, or charges that may apply in their jurisdiction, including but not limited to withholding taxes, unless otherwise required by applicable law.

To the maximum extent permitted by applicable law, Creem shall not be liable to the Buyer for any indirect, consequential, or punitive damages, including loss of profits, loss of business, loss of data, or reputational harm.

Creem's total aggregate liability to the Buyer under or in connection with these Buyer Terms and the Products shall be limited to the total amount of fees received by Creem from the Buyer for the Product(s).

The above limitations shall not apply in cases of Creem's intentional non-performance or gross negligence, or where limitation of liability is not permitted under applicable law.

Creem has the right to amend the Buyer Terms by notifying the Buyer of the changes by posting on the Website or by e-mail at least thirty (30) calendar days before the amendments enter into force. If the Buyer does not agree with the amendments, the Buyer may terminate the Buyer Terms pursuant to Section 18.

Creem reserves the right to amend the Buyer Terms with the following types of changes without providing the Buyer with a prior notice:

• if the amendment to the Buyer Terms is only advantageous for the Buyer;
• if the amendment to the Buyer Terms relates solely to new services, functionalities or service components, and do not result in any change to the existing contractual relationship with the Buyer;
• if the amendment is necessary to harmonise the Buyer Terms with the applicable statutory requirements, in particular in the event of a change in the applicable legal situation or if Creem is obliged to comply with a binding court judgement or decision by an authority, and if the change does not have any material detrimental effects on the Buyer.

If Creem uses the abovementioned right, Creem will concurrently revise the effective date of the Buyer Terms above.

These Buyer Terms become binding on the Buyer as of the moment the Buyer completes purchase of a Product through the Checkout Solution or otherwise starts using the Customer Services, whichever occurs first. By doing so, the Buyer acknowledges and agrees to be bound by these Buyer Terms.

These Buyer Terms remain in effect for as long as the Buyer maintains an active account on the Customer Portal, maintains obligations arising from purchased Products (including subscriptions) or uses any part of the Customer Services, unless suspended or terminated in accordance with these Buyer Terms.

The Buyer may close their Customer Portal account at any time. Closing the account does not relieve the Buyer of any obligations related to purchased Products, including subscriptions or other recurring fees.

Creem may suspend or terminate the Buyer's access to the Customer Services, in whole or in part, without prior notice, if:

• the Buyer breaches these Buyer Terms or applicable laws or regulations;
• there is reasonable suspicion of fraud, misuse, or unauthorised activity;
• continued use of the Customer Services by the Buyer may result in legal, reputational, operational, or financial harm to the Customer Services, Creem or third parties; or
• Creem is required to do so by law, regulation, or court order.

Upon termination or suspension of access to the Customer Services:

• the Buyer shall immediately cease all use of the Customer Services;
• the Buyer's Customer Portal account may be deactivated or deleted;
• any provisions of these Buyer Terms which by their nature should survive termination shall remain in effect.

The Buyer Terms are governed by and construed in accordance with the laws of the Republic of Estonia.

Any dispute, controversy or claim arising out of or in connection with the Buyer Terms, or the breach, termination or invalidity thereof shall be resolved through amicable negotiations, upon failure of which all disputes shall be settled in the Harju County Court in the Republic of Estonia.

If you are a Consumer residing in the European Union and fail to resolve a dispute with Creem by reaching an agreement, you have the right to have recourse to a body settling extra-judicial complaints and disputes, e.g., in Estonia to the Consumer Disputes Committee at avaldus@komisjon.ee or https://ttja.ee/en/consumer-disputes-committee. The Estonian Consumer Disputes Committee is authorised to resolve disputes arising from the contractual relationship entered into between you and Creem. Complaints are reviewed by the Estonian Consumer Disputes Committee free of charge.

Creem is not obliged or willing to participate in a dispute resolution procedure before a body for a settlement of consumer disputes, unless required by law.

In the event that any provision of the Buyer Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable legislation, and the unenforceable portion shall be deemed to be severed from the Buyer Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

The Buyer shall have no right to transfer, including via a transfer of company, or assign the rights and obligations arising from the Buyer Terms either partly or fully to a third party without a prior written consent of Creem.

Creem shall have the right to assign the Buyer Terms and all of the rights and obligations contained therein to another company owned by Creem or to a third party.